Common use of Rights and Liabilities of the Calculation Agent Clause in Contracts

Rights and Liabilities of the Calculation Agent. In the absence of gross negligence or willful misconduct, the Calculation Agent, its directors, officers, employees and agents shall be protected and shall incur no liability for or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon the terms of the Notes or any order, written instruction, notice, request, direction, statement, certificate, consent, report, affidavit or other instrument, paper, document or communication (each a “Communication”) reasonably believed by it in good faith to be genuine. Any Communication from the Company or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to or as permitted by any provision of this Article 13 shall be sufficient for purposes of this Article 13 if such Communication is in writing and signed by any officer of the Company. The Calculation Agent may consult with counsel satisfactory to it and the written advice of such counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon the written advice of such counsel. The Calculation Agent shall not be liable for any error resulting from use of or reliance on a source or publication required to be used by the Calculation Agent in determining an Interest Rate as provided in this Indenture. Neither the Calculation Agent nor its directors, officers, employees or agents shall be liable to the Company for any action taken, omitted to be taken or suffered by it hereunder, except in the case of gross negligence or willful misconduct.

Rights and Liabilities of the Calculation Agent. (a) In the absence of gross negligence or willful misconduct, its role as the Calculation Agent, its directors, officers, employees and agents shall be protected and Calculation Agent shall incur no liability for for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon the terms of the Notes or any orderNotes, written certificate, affidavit, instruction, notice, request, direction, statementorder, certificate, consent, report, affidavit statement or other instrument, paper, document or communication (each a “Communication”) reasonably believed by it in good faith to be genuine. Any Communication certificate, affidavit, instruction, notice, request, direction, order, statement or other communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent Agent, in such role, under, pursuant to or as permitted by any provision of this Article 13 the relevant Terms Agreement shall be sufficient for purposes of this Article 13 the relevant Terms Agreement if such Communication communication is in writing and signed by any officer of the Company. The Calculation Agent may consult with counsel satisfactory to it and . (b) In acting under the written advice of such counsel shall constitute full and complete authorization and protection of relevant Terms Agreement, the Calculation Agent with respect to (in its capacity as Calculation Agent) does not assume any action takenobligation towards, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon any relationship of agency or trust for or with, any holder of the written advice of such counselNotes. The Calculation Agent shall not not, in such capacity, be liable for any error resulting from use of or reliance on a source or publication required to be used by the Calculation Agent pursuant to the terms of the Notes, or, where no source or publication is specified in determining an Interest Rate as provided the Notes, from use or reliance on a source or publication selected by the Calculation Agent in this Indenture. good faith and on a commercially reasonable basis, in accordance with the terms of the Notes. (c) Neither the Calculation Agent nor its directors, officers, employees or agents shall be liable to the Company for any action taken, omitted to be taken taken, or suffered by it hereunderin its role as the Calculation Agent under the relevant Terms Agreement, or other agreement implementing these base provisions or for any error or judgment made in good faith by it or them, except in the case of gross negligence or willful misconduct, and, in any event, to the extent permitted by law.

Rights and Liabilities of the Calculation Agent. In the absence of gross negligence or willful misconduct, its role as the Calculation Agent, its directors, officers, employees and agents shall be protected and Calculation Agent shall incur no liability for for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon the terms of the Notes or any orderNotes, written Warrants, certificate, affidavit, instruction, notice, request, direction, statementorder, certificate, consent, report, affidavit statement or other instrument, paper, document or communication (each a “Communication”) reasonably believed by it in good faith to be genuine. Any Communication certificate, affidavit, instruction, notice, request, direction, order, statement or other communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent Agent, in such role, under, pursuant to or as permitted by any provision of this Article 13 the relevant Terms Agreement shall be sufficient for purposes of this Article 13 the relevant Terms Agreement if such Communication communication is in writing and signed by any officer of the Company. The Calculation Agent may consult with counsel satisfactory to it and In acting under the written advice of such counsel shall constitute full and complete authorization and protection of relevant Terms Agreement, the Calculation Agent with respect to (in its capacity as Calculation Agent) does not assume any action takenobligation towards, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon any relationship of agency or trust for or with, any holder of the written advice of such counselNotes or Warrants, as the case may be. The Calculation Agent shall not not, in such capacity, be liable for any error resulting from use of or reliance on a source or publication required to be used by the Calculation Agent pursuant to the terms of the Notes or Warrants, as the case may be, or, where no source or publication is specified in determining an Interest Rate the Notes or Warrants, as provided applicable, from use or reliance on a source or publication selected by the Calculation Agent in this Indenturegood faith and on a commercially reasonable basis, in accordance with the terms of the Notes. Neither the Calculation Agent nor its directors, officers, employees or agents shall be liable to the Company for any action taken, omitted to be taken taken, or suffered by it hereunderin its role as the Calculation Agent under the relevant Terms Agreement, or other agreement implementing these base provisions, except in the case of gross negligence or willful misconduct, and, in any event, to the extent permitted by law. No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected.